In the recent order of adjudication passed by the Ministry of Corporate Affairs ( MCA ) Registrar of Companies, a penalty was imposed on a private limited company and its directors for non -compliance with borrowing resolution requirements.
This company was incorporated in the year 2005 and has a paid-up capital of Rs. 8.49 crores.
The Central Government ordered an inspection of the company’s records, but despite a show cause notice and a summons, no response was received.
The inspection report stated that the company had failed to comply with Section 180(1)(c) by not passing a special resolution for certain borrowings. No MGT-14 form was filed with the registry. The authorities noted that this violates Sections 117(1) and 117(3) of the Companies Act, 2013, making the company and its officers liable for penalties under Section 117(2) of the Act.
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Section 117(1) of the Companies Act, 2013 provides that:
“A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed within the time specified under section 403:
Provided that the copy of every resolution which has the effect of altering the articles and the copy of every agreement referred to in sub-section (3) shall be embodied in or annexed to every copy of the articles issued after the passing of the resolution or making of the agreement.”
The penalty imposed has been clearly given in the order in the table. Penalties have been levied on both the company and the directors.
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The order also stated that an appeal against this order may be filed in writing with the Regional Director within sixty days from the date of receipt of this order, in Form ADJ, setting forth the grounds of appeal, and should be accompanied by a certified copy of this order.
The order of adjudication was passed by Kamna Sharma, Registrar of Companies & Adjudicating Officer, Punjab and Chandigarh.
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